These Terms of Use ("Terms") constitute a binding agreement between you ("you" or "User") and RSAAID Holdings Corporation, a Delaware corporation ("RHC," "we," "us," or "our"), governing your access to and use of the website located at rsaaidholdings.com and any related subdomains, pages, and online services (collectively, the "Site"). By accessing or using the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Site.
You must be at least 18 years of age and have the legal capacity to enter into a binding contract to use the Site. By using the Site, you represent and warrant that you meet these requirements. Access to certain restricted areas of the Site is further limited to persons who qualify as accredited investors and who have been approved by RHC, as described in Section 4.
The Site is provided for general informational purposes only. Nothing on the Site constitutes, or is intended to constitute, an offer to sell, or the solicitation of an offer to buy, any security, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. Any offer of securities by RHC or any of its subsidiaries will be made only to verified accredited investors pursuant to Regulation D, Rule 506(c) under the Securities Act of 1933, as amended (the "Securities Act"), and exclusively by means of definitive offering documents. In the event of any inconsistency between the Site and such offering documents, the offering documents govern. See our Regulation D — Rule 506(c) and Disclosures pages.
To request access to the investor portal, you must create an account by providing accurate, current, and complete information, including your name, email address, telephone number, investor classification, and a password. You agree to maintain and promptly update your information. You are responsible for safeguarding your password and any access codes issued to you, and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. RHC is not liable for any loss arising from your failure to protect your credentials.
Access to the investor portal is granted at RHC's sole and absolute discretion. Submitting an access request does not entitle you to access. RHC may approve, deny, condition, suspend, or revoke access for any reason or no reason, including where RHC is unable to verify your accredited-investor status.
The Site provides tiered access to confidential materials. The first tier (the "Overview Portal") is available to approved investors upon sign-in. A second tier ("Full Stack & Financials") containing more detailed financial and technical materials is available only to investors to whom RHC has separately issued an access code. The deepest technical and financial materials are made available, if at all, only in a secured data room subject to a separate non-disclosure agreement.
As a condition of access to confidential materials and of participation in any offering, you agree to cooperate with RHC's reasonable steps to verify your status as an accredited investor, which may include providing documentation or third-party confirmation.
All non-public materials made available to you through restricted areas of the Site, including business plans, financial projections, capitalization information, architecture descriptions, and any other information designated or reasonably understood to be confidential (collectively, "Confidential Information"), are the confidential and proprietary property of RHC or its subsidiaries. You agree that you will: (a) use Confidential Information solely to evaluate a potential investment; (b) not reproduce, screenshot, download, forward, publish, or disclose Confidential Information to any third party without RHC's prior written consent; and (c) protect Confidential Information using at least the same degree of care you use to protect your own confidential information. Access to Confidential Information may be logged and attributed to your account. These obligations survive termination of your access.
The Site and all of its contents, including but not limited to text, graphics, logos, icons, images, the "RSAAID," "RHC," and related names and marks, and the selection, arrangement, and presentation of all materials, are owned by or licensed to RHC and are protected by United States and international copyright, trademark, and other intellectual-property laws. Except for the limited right to view the Site for your own evaluation, no license or right is granted to you. You may not copy, modify, distribute, reverse engineer, or create derivative works from any part of the Site without RHC's prior written consent.
You agree not to: (a) use the Site for any unlawful purpose or in violation of these Terms; (b) attempt to gain unauthorized access to any portion of the Site, other accounts, or RHC systems; (c) probe, scan, or test the vulnerability of the Site or breach security or authentication measures; (d) use any robot, scraper, or automated means to access or extract data from the Site; (e) interfere with the proper functioning of the Site; or (f) circumvent any access controls or tier gating.
The Site may contain forward-looking statements, including projections of revenue, growth, market size, and timelines. These statements are based on assumptions and current expectations and are subject to significant business, economic, and competitive risks and uncertainties, many of which are beyond RHC's control. Actual results may differ materially from those expressed or implied. RHC undertakes no obligation to update forward-looking statements except as required by law. See Risk Factors.
The Site may contain links to websites operated by RHC's subsidiaries (including rsaaidrive.ai, nurseflows.ai, and dreamyne.ai) and by third parties. RHC does not control and is not responsible for the content, policies, or practices of any linked site. Links do not imply endorsement.
THE SITE AND ALL MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RHC DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY INFORMATION IS ACCURATE, COMPLETE, OR CURRENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RHC, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITE, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RHC'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE SITE SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
You agree to indemnify, defend, and hold harmless RHC and its subsidiaries, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Site, your violation of these Terms, or your violation of any rights of a third party.
RHC may suspend or terminate your access to the Site or any portion of it at any time, with or without notice, for any reason, including violation of these Terms. Upon termination, your right to use the Site ceases immediately, and the provisions that by their nature should survive (including Sections 5, 6, 10, 11, 12, and 14) will survive.
These Terms are governed by the laws of the State of Maryland, without regard to its conflict-of-laws rules, except that matters concerning the internal affairs of RHC are governed by the Delaware General Corporation Law. The parties agree that any dispute arising out of or relating to these Terms or the Site shall be resolved exclusively in the state or federal courts located in Maryland, and you consent to the personal jurisdiction of such courts. [Counsel to confirm whether binding arbitration and a class-action waiver are preferred in lieu of court venue.]
We may revise these Terms at any time by posting an updated version on the Site with a new effective date. Your continued use of the Site after changes become effective constitutes your acceptance of the revised Terms.
These Terms, together with the Privacy Policy and any offering documents, constitute the entire agreement between you and RHC regarding the Site. If any provision is held unenforceable, the remaining provisions remain in effect. RHC's failure to enforce any provision is not a waiver. You may not assign these Terms without RHC's consent; RHC may assign them freely.
Questions regarding these Terms may be directed to Investor Relations, RSAAID Holdings Corporation, by email at the address provided on the Site.